<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 1 )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 1 )*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
ORIOLE HOMES CORPORATION
(Name of Issuer)
Class B - Common Stock, Par Value $ .10 PER SHARE
(Title of Class of Securities)
686264201
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
MARCH 16, 1999
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 686264201 Page __ of __ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
TBS has sole voting power with respect to 64,437 shares
held in certain TBC Accounts (as hereinafter defined).
Additionally, certain of the members of TBC may be
deemed to have sole power to vote certain shares as
more fully set forth herein.
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the members of TBC may
WITH: be deemed to have sole power to dispose of certain
shares as more fully sert forth herein.
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
64,437 shares held in accounts of TBC (as hereinafter
defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,437 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.33%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, IA & OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 686264201 Page __ of __ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0 shares
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 686264201 Page __ of __ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0 shares
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The persons filing this Amendment No. 1 are Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, (ii) TBK Partners, L.P. ("TBK"),
a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt") , a Delaware limited partnership. This Amendment No. 1 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated November 15,
1996 (the "Statement"). However, the filing of this Amendment No. 1 should not
be deemed an admission that TBC, TBK and Vanderbilt comprise a group within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the"Act").
Tweedy, Browne Company L.P., a Delaware limited partnership (the
"Partnership") and its general partners entered into a definitive agreement,
pursuant to which the Partnership converted to Tweedy, Browne Company LLC (the
"Company"), a Delaware limited liability company, and AMG/TBC Holdings, Inc.
("Holdings"), a Delaware corporation and wholly owned subsidiary of Affiliated
Managers Group, Inc. (a Boston-based holding company, the business address of
which is Two International Place, Boston, Massachusetts 02110), acquired a
majority interest in the Company on October 9, 1997.
This Amendment No. 1 relates to the Class B - Common Stock, $.10 par
value (the "Common Stock") of Oriole Homes Corporation (the "Company"), which,
to the best knowledge of the persons filing this Amendment No. 1, is a company
organized under the laws of Florida, with its principal executive offices at
1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445.
This Amendment No. 1 contains information regarding shares of Common
Stock that may be deemed to be beneficially owned by TBC. Such shares are held
in the accounts of various customers of TBC, with respect to which it has
obtained sole or shared voting power.
This Amendment No. 1 is being filed because the filing persons are no
longer subject to the filing requirements of Section 13(d) of the Securities
Exchange Act of 1934, as a result of the disposition of their respective shares
of Common Stock in open market transactions.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set in response
to Items 1,2,3,4, 6 and 7 of the Statement, as amended. Accordingly, those Items
are omitted from this Amendment No. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial
owner of an aggregate of 64,437 shares of Common Stock, which constitutes
approximately 2.33% of the 2,761,000 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.
As a result of the disposition of 27,545 shares of Common Stock in open
market transactions, TBK does not beneficially own directly any of the shares of
Common Stock.
As a result of the disposition of 23,692 shares of Common Stock in open
market transactions, Vanderbilt does not beneficially own directly any shares of
Common Stock.
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial
owner of any of the shares of Common Stock held in the TBC Accounts. The
aggregate number of shares of Common Stock with respect to which TBC, TBK and
Vanderbilt could be deemed to be the beneficial owner as of the date hereof, is
64,437 shares, which constitutes approximately 2.33% of the 2,761,000 shares of
Common Stock, which the filing persons believe to be the total number of shares
of Common Stock outstanding, but nothing contained herein shall be construed as
an admission that TBC is the beneficial owner of any of the TBC Shares.
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The aggregate number of shares and percentage of Common Stock with
respect to which each of the General Partners and Members may be deemed to be
the beneficial owner by reason of his being a general partner of TBK and
Vanderbilt, or a member of TBC, is 64,437 shares, which constitutes
approximately 2.33% of the 2,761,000 shares of Common Stock outstanding. The
aggregate number of shares and percentage of Common Stock with respect to which
Thomas P. Knapp may be deemed to be a beneficial owner by reason of his being a
general partner of TBK is 0 shares of Common Stock which constitutes
approximately 0% of the 2,761,000 shares of Common Stock outstanding. However,
nothing contained herein shall be construed as an admission that any of the
General Partners or Thomas P. Knapp is the beneficial owner of any shares of
Common Stock, except as set forth herein as expressly and admittedly being
beneficially owned by a particular General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to comprise a
group with any of TBC, TBK, Vanderbilt, or any other person named in Item 2
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 64,437 shares of
Common Stock held by the TBC Accounts and has sole power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 64,437 shares of Common Stock held
in certain TBC Accounts.
Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 64,437 shares of Common Stock
held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and
dispose or direct the disposition of the Vanderbilt Shares. Each of the General
Partners of Vanderbilt, solely by reason of their positions as such, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the Vanderbilt Shares.
c) During the sixty-day period ended as of the date hereof,
transactions in Common Stock effected by TBC, TBK and Vanderbilt are set forth
below:
NO OF SHARES PRICE
TBC ACCOUNTS SOLD PER SHARE
01/06/99 25,565 $2.437500
01/07/99 1,500 $2 7/16
01/11/99 800 $2 7/16
01/26/99 23,998 $2 1/4
03/12/99 1,300 $2 1/4
03/16/99 10,000 $2.0625
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TBK:
01/22/99 800 $2 3/8
01/25/99 10,000 $2 1/4
01/26/99 16,745 $2 1/4
VANDERBILT:
01/06/99 14,435 $2.437500
01/26/99 9,257 $2 1/4
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) TBC, TBK and Vanderbilt ceased to be the beneficial owner of more
than 5% of the Common Stock on March 16, 1999.
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SIGNATURE
Each of Tweedy, Browne Company LLC, TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Amendment No. 1
is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
---------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
---------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
---------------------------
Christopher H. Browne
General Partner
Dated: March 22, 1999
